Mutants vs Zombies
by Alara Rogers
Summary: A Marvel Zombies AU, but relies heavily on X-Men continuity. Mystique saves Magneto from the zombies. Rated M for violence and gore, but it's Marvel Zombies, so you probably expected that.


Mutants vs. Zombies

He was so tired.

The zombie heroes kept coming. He'd thrown Captain America's shield _through_ the zombie's head, cutting it open and letting his brains leak out, and Captain America _still_ kept coming. He threw metal spikes through the zombies, and they still kept coming. He didn't even have the strength to have a full magnetic shield up, just a light force barrier that they _could_ get through, but he'd know if they did and be able to tighten the field then.

With more bravado than common sense, shaking with rage and exhaustion, he stood his ground and shouted. "I'm the Master of Magnetism! Did you truly believe you could defeat me so easily?"

And then a force beam sliced through his magnetic shield, searing his helmet and his armor on his side. Magneto glanced, not daring to turn his head too far, and went cold. A half-size skeleton fell to the ground, blackened, bits of the Wasp's costume remaining on her feet and hands. Horribly, she was still twitching, as if having all her flesh vaporized hadn't been enough to kill her. Even more horribly, she was within his shield and he'd never sensed her -- she must have come in small and sized up for the kill, and if she'd gotten to full size and attacked him before someone had shot her, he would be dead.

"Wasp!" Giant-Man screamed.

Another force beam sizzled past him, almost hitting Spider-Man and vaporizing a skein of web in mid-air. Spider-Man dodged the blast itself easily, but the webbing he'd been firing wasn't so lucky. "Aw, man," Spider-Man said. "That was the last of my web fluid!"

"Magneto!" The voice, behind him, was Mystique's. He hadn't yet dared to turn around to see who was firing the force beams, since that would have left his back turned to the zombies. Knowing that it was Mystique filled him with both disappointment and relief. Mystique was far from one of his favorite people, but she had excellent skills and had taken him captive once. If some other mutant was alive, his personal preference would have been someone else, but he'd work with anyone to survive and Mystique was as much a survivor as he was.

"More meat for HULK!" the Hulk shouted, and lunged past Magneto. He staggered back a moment later with a giant smoking hole in his chest.

"Someone get that gun!" Captain America shouted.

In Hebrew, Mystique shouted, "Magneto, cover your eyes!"

He closed them, but even so, the brilliance of the flash grenade was so intense, he saw nothing when he opened them again but an amorphous red blob covering his field of vision. The zombies, none of whom apparently knew Hebrew, were worse off.

"Dammit, I can't see!"

"Who cares, I can smell them!"

"All _I_ can smell is ozone."

"More for me, then!" Wolverine bounded forward, presumably following his enhanced sense of smell. Magneto couldn't see him, but he had his own enhanced senses -- his perception of magnetic fields could easily show him Wolverine's adamantium skeleton, moving around him, presumably toward Mystique and her gun. He hadn't had the strength to do this before, but Mystique had bought him time to catch his breath. Magneto grabbed the adamantium skull and the adamantium vertebrae of Wolverine's neck, separately, and yanked them apart as hard as he could.

Wolverine's head went flying. "FUUUCK!" he screamed. "Someone _kill_ that sonuvabitch!"

"Magneto! This way!"

He followed her voice, stumbling backward, still unable to see well. "Hey, Mags, you dropped something!" Hawkeye yelled. And then something metal was flying at him, at such speed that all he could do was deflect it from his chest to his arm. As it hit his arm and clamped on with teeth, he realized that it was Wolverine's head, attached to one of Hawkeye's arrows.

Magneto screamed as adamantium-laced teeth crunched through his armor and into the flesh of his arm. And then Mystique's gun flashed again. He felt a brief moment of shocking pain in his arm, and then--

--the adamantium skull clattered to the ground, the metal chain mail of his sleeve falling next to it, with an arm and a hand sticking out of the end--

--he wobbled, off-balance, and looked at the stump under his shoulder, and a wave of nausea and shock washed over him.

His arm was gone.

"Hey! Snack!"

"It's mine!"

"No, mine!"

Another flash grenade went off. This time he had no warning, and the flash blotted out the whole world. A hand touched his cape. He tried to throw up a shield, flailing, but the shock of losing his arm had weakened him so badly that his powers simply wouldn't respond. "Magneto, come _on!_ It's me," Mystique's voice said. "Through here!"

They wouldn't have been trying to get to her if she was one of the infected. He couldn't tell without seeing her, and with Mystique's shapeshifting powers he wasn't sure she couldn't hide being infected anyway... but the zombies always knew. So he followed the tug on his cape, stepping backward, pushing through a hold in the concrete wall behind him. It was merely a wall -- any building once attached to it had been turned mostly to rubble, and it wouldn't hold the zombie heroes for a moment once their blindness wore off. "Into the car," she said, and he stumbled, still blind himself, toward the comfortingly solid metal structure and climbed in. No fiberglass construction here; this was a steel machine, probably a well-maintained classic car that would hold up well against accidents or even ordinary humans with guns, but probably do nothing to stop the zombies. The engine roared to life. He fell back against the passenger seat, slumping. Vision was returning, but he still felt so sick and weak. The stump of his arm pulsed with pain. _So tired._

An earthshaking _thump_ lifted the car inches off the ground and dropped it again. "Hulk _HUNGRY!_ Hulk eat little mutants!" the Hulk bellowed as he landed, only half a dozen meters away from the car.

"Magneto! If you can't get us in the air, we're dead!" Mystique shouted.

_Then we're dead_, he thought bleakly, but he couldn't just give up. It wasn't just him at stake. He'd just learned his Acolytes lived, on Asteroid M. And Mystique had risked her life to save his. It would be a poor reward for what from her was uncharacteristically noble behavior if he gave them both up for dead and just let the zombies do as they wished.

He summoned all the power he had left in him. The steel was heavy, but the roaring engine was generating a nice magnetic field of its own, and he could use that. The car soared up into the air, careening wildly as if the driver was drunk -- or, more accurately, dead exhausted and recently amputated -- and narrowly avoided Hulk's grasping hand.

"He's going to do that -- "

Magneto had fought the Hulk enough to guess what Mystique's slightly panicked warning was about, although he couldn't afford to look back at the Hulk when there were so many wrecked skyscrapers in the way. He sent the car shooting straight up, so when the shockwave hit as Hulk's hands slammed together, the wave lifted them and helped their escape more than it harmed. The thing about the Hulk was that he was very, very powerful, but wasn't very bright. Hadn't been before he became a zombie, and that hadn't helped.

"He's leaping!"

"Beware your stomach," Magneto mumbled, and let the car go. Gravity yanked it down, falling below the Hulk's rising arc, so the soaring green monster flailed but couldn't reach to grab on, and then as he was falling in his downward parabola, Magneto pulled the car up again. It wasn't airtight enough to go stratospheric and he was too weak anyway, but at full power he had crossed the globe from the United States to Antarctica in half an hour in a conveyance bigger than this and made of wood, not steel. Once he hit a safe altitude where buildings wouldn't impede him, he put on full speed -- which, with his weakness, was much less than his top healthy speed, but was still just barely under Mach 1. Thor and Iron Man could fly, but Thor couldn't fly this fast -- wind couldn't travel at near-sonic speed -- and Iron Man's armor's instrumentation had fallen victim to Magneto in the earlier battle. He could fly after them, but he'd be doing it blind.

"Where... do you want to go?"

"Pennsylvania. Direct north of DC, straight shot through Maryland. The quicker the better; those weren't the only zombies around."

He closed his eyes. Until he was close to his destination, he would be following the Earth's magnetic field, not any ground-based landmarks.

In the old days, Magneto had respected Mystique's work for the cause they shared, the crusade for mutant rights and mutant control over the destiny of mutantkind, but he'd despised her personally. Several years ago, she'd sold out to the federal government, shackling herself to the untrustworthy dictates of the United States government to save her own skin, after Forge had invented a mutant detector for the Department of Defense. And the mission they'd had her undertake to prove her bonafides had been to capture _him_. Which she'd done by kidnapping his human lover and impersonating her, going to the Holocaust Memorial with him, and then disrupting the sanctity of the yearly remembrance meeting by publicly revealing his identity... in front of humans whom he'd known and cared about in the camps, people who would have been his friends if they hadn't learned he was the mutant terrorist Magneto. He had not, to put it charitably, been happy with Mystique.

But now... none of that mattered. She'd saved his life... he didn't know whether she had ulterior motives. Probably she did. Mystique always did. But it didn't matter. If it served her purposes to keep him alive, well, that suited his own purposes well enough.

The stump of his arm was going numb, the fiery pain turning into a cold nothingness that was spreading. But if all he had to do was to get to Pennsylvania... he had the strength to make it that far. He thought.

Their landing was rough. The road was still covered with trees, and he wasn't able to find it until Mystique pointed it out to him. He got them down in one piece, but barely. Once they were on the ground, she took over, and drove maniacally for a few miles at what had to be over 120 miles an hour or so on a winding road through the trees, and then through a chain marking off a side road, down a hill at precipitious speed, and finally straight at a rock wall that appeared to be a dead end. At this point Magneto was far too tired to care. If Mystique's goal was to kill them both in a high-speed crash, well, it was better than being devoured by the zombies.

But it was apparently a hologram. They drove directly through the rock wall, down a tunnel, and pulled through a pair of automated blast doors into a parking garage, as the doors closed behind them.

"I'm not bringing you to Forge," Mystique said. "But we can communicate with his lab from here. This was supposed to be a government safehouse, but the zombies moved too fast -- no one got here in time."

Magneto lurched to his feet. He felt feverish, and he couldn't feel his side, and he was queasy and dizzy -- and yet extremely hungry. He wanted a steak. A huge, juicy, bloody steak. Was there one in this compound? He was smelling delicious rare meat.

And then his blood went cold. Wolverine had bitten him before Mystique had shot his arm off. What if it hadn't been quick enough to prevent infection?

"Mystique," he said, his tongue thick. "Mystique, I..."

"We need to get into the lab, Magneto. You can't rest here."

"I think I'm infected." He stumbled. "You have to kill me."

She rolled her solid yellow eyes. "I didn't go to all this length to save your life just to kill you now."

"I'm infected!" His shout had a ragged edge of panic in it. "Mystique, if I turn here, I'll kill you! Please... let me die as myself, not some soulless abomination..."

Mystique shook her head. "Destiny warned me this might happen. I've planned for it."

He felt as if he was losing the ability to think, panic and hunger making his thoughts sluggish and thick. "Destiny's dead... isn't she?"

"She left me her journals. Volumes and volumes of her diaries. This whole zombie thing wasn't a very likely possibility in her view, so she didn't write very much about it, and I almost didn't find the right passages in time. But she was very clear in what she did write. Either I save you -- and she explained how -- or I'll die, you'll die, and the zombies will end up consuming everything there is, on this world and all others."

"So how..."

"T/O virus. In the lab. Magneto, _hurry!_ You don't look like you have a lot of time."

He had survived Auschwitz. He knew hunger mind-destroying, morality-ravaging hunger that blotted out all else, consumed the mind and soul and turned one into an animal that only wanted to eat. The Nazis had trained him, on pain of instant death, to keep his mind and his discipline in the face of the most awful hunger imaginable. So he made it to the lab, and let Mystique strap him to the wooden table with the leather straps and he didn't even know what the buckles were -- ceramic? Bone? They weren't metal, anyway.

Mystique approached him with a hypodermic. He sensed metal and electricity inside, a shifting magnetic field. "I extracted this from the corpse of Douglas Ramsey, based on Irene's writings, and Forge came up with a way to feed it and wake it back up. This is the form of T/O that can transform you into a living techno-organic being, not the strain Cable was infected with."

"Do you know what happened to Cable?"

"I'm guessing he was eaten. I have no idea. But in Forge's tests, this strain of T/O will take over an infected. Those that he tested it on, though, died, because this T/O virus is inherently mindless and it disrupts the brain."

"That's... not... Limbo..." It was getting so hard to think, to talk. He meant that that wasn't consistent with what had happened to Illyana's Limbo, when Magus had infected Limbo and its denizens, and they'd all become sentient, powerful, transforming techno-organic demons.

"Don't ask me. It spent a long time being dead. We tried it on a couple of uninfected human volunteers, as well, thinking perhaps it would work if they weren't infected. It didn't. But the point is, with your control of magnetism, you should be able to shape it, to control how it takes you over, so you can retain your mind. It's the only way to overcome the zombie infection. I was hoping when I shot your arm off that it wouldn't come to this, but, well, Irene says it can work."

"Yes," he said. "Yes, do it." He didn't want to die, but he'd rather be killed by the T/O virus than live as a zombie.

She pushed the chainmail up on his good arm to expose his skin, and then injected him with the living metal.

It was hot, molten. He'd thought it would be cold, like the zombie infection, but it was burning. His exhaustion overwhelmed him, to the point where he couldn't keep himself from whimpering with the pain, even though he was trying.

"Focus, Magneto!" Mystique's voice came from very far away. "If you sleep now, you'll die, and we'll all die. You have to concentrate!"

Concentrate. Shape the T/O. Yes. He could hold the heat with his powers, could see and touch the burning techno-organic virus spreading across him in a way he could not with the zombie infection. Let one fight the other. He guided the T/O away from his brain and into the other side of his body to fight off the zombie infection as it spread from his stump. T/O danced over his lungs and heart, turned them into delicate electronic crystal and stopped them. He gasped helplessly, instinct telling him to breathe. No. His brain needed to be converted or it would die of the lack of oxygen and blood.

Time to change. _Mutatis mutandis._

The zombie virus moved fast -- he'd seen an infected turn in ten minutes -- but Mystique had bought him a good bit of time by shooting his arm off. The viral payload from Wolverine's bite must have been reduced to almost nothing, so nearly an hour later he still wasn't, quite, a zombie. The T/O, on the other hand, used to convert those it infected in seconds, when Warlock would use it to feed. It was not a contest. He let the T/O play over his brain, guiding it as much as he could until the heat and the electrical buzz in his head blotted out his sense of his powers.

From somewhere, very far away, he heard a crash. A woman's scream. Jean Grey's voice. "Stop fighting me, Mystique. You can't beat a telekinetic."

"How good is your telekinesis without your head?"

"Seems fine to me."

Magneto opened his eyes. The world was patterns of magnetic energy -- a form of sight he was used to, but he couldn't shift back to normal vision. No matter. He saw something bursting with energy, in the shape of a person, suspended in air, and something nacreous and sickly, its energies glowing dim and _wrong_, in two parts. The images finally resolved as something in his brain clicked, and he had "normal" sight back, superimposed over his energy-vision. Mystique was held in mid-air, kicking and slashing, wearing solid body armor and a helmet. Mystique's powers allowed her to change anything within a quarter inch or so of her body into set memorized patterns, like the skulls she wore on her belt, and back again -- she must have had anti-zombie body armor in reserve. It wasn't going to help indefinitely. Jean Grey's head, severed from her body, floated just in front of Mystique, mouth open wide and drooling, as Mystique's armor cracked and peeled away. Jean's body stood a short distance away, headless. The stump was cauterized Mystique must have gotten in a shot and blown her head off her body when Jean first broke down the door, but it hadn't helped.

Jean was too busy slavering over her intended meal to notice Magneto, who was no longer edible and therefore of no interest to the zombies anymore. He stretched the arm Mystique had shot off, which had regenerated into a not-quite-arm-shaped tentacle, and fired it as he remembered Warlock doing, shooting it into the back of Jean's head.

T/O virus overrode the zombie infection. Jean had a moment to scream, and then she was a techno-organic entity, her transformed head still glowing with sickly weak energies. Magneto pulled them into himself, consuming her "lifeglow" as Warlock used to call it. Jean's head crumbled into dust. And then he felt violently ill -- like nausea, but without a stomach, it affected his powers rather than his body. He discharged energy wildly, "vomiting" electricity into the ground and the air, shorting electrical equipment throughout the base. It was all he could do to keep from frying Mystique with it.

She was grounded, lying flat on the floor where she'd fallen after Jean's telekinetic grip had loosened in death. It had probably saved her life. She got to her feet, her shapeshifting powers altering her damaged body armor, repairing it. "Good going, Magneto," she said. "You just fried our connection to Forge."

"Self/ally Mystique does not return attribute 'gratitude'? Zombie!Jean intended self/ally's consumption."

That sounded completely wrong. He was fairly sure that something had just happened to his linguistic centers.

Mystique gave him an odd look, but turned back to Jean's shambling body, which was stumbling around aimlessly. "Can you make force fields impervious to an explosion?" Mystique asked, taking a skull off her belt.

He tested it. "Selfmastery of magnetism confirmed. Full access to former self powers initialized and available."

"Magneto, are you even remotely capable of talking like a person anymore?"

"Apologies." He concentrated. "Self... I mean, _I_... am reconciling new input pathways and processing modules. S... my linguistic processing is disrupted." Headless zombie Jean grabbed at Mystique and lunged, but without a head she had no way to bite Mystique, and without eyes, ears or her powers, she couldn't stop Mystique from shoving her away.

"Please stuff this down her neck and then put a field around her to contain the mess." Mystique handed Magneto the skull, which morphed in her hand into a grenade. "I'd do it myself, but for all I know her entire esophagus has grown teeth and could rip my arm off."

"Self will do so with pleasure, but I require sustenance," Magneto said, taking the grenade from Mystique. It was metal; he easily levitated it over to Jean's headless, shambling body and forced it down her neck, pulling the pin as he did so. He threw a force field around her. Seconds later the field was painted bright red. When he dropped the field, what was left of Jean's body parts -- the severed limbs on the ground on the ground, the large chunks of torso -- were still moving.

There was no grief, no horror, left in him. Jean had been one of the X-Men who had eaten Charles; Magneto still remembered his telepathic screams. The fact that Jean was somehow still alive, her body struggling to find a way to catch and eat them even after she'd been blown to pieces, just filled him with vengeful satisfaction.

"What kind of sustenance?" Mystique asked. "What do you eat now? Do you know?"

"Self derives sustenance from life energy or electrical energy. My powers can support me to a certain extent, but self believes I will still require organic matter."

"I take it the zombies aren't organic anymore."

"Yes. Consuming Jean's head made self... vomit. That electrical discharge I produced was apparently how I now dispose of energy self cannot process."

"So that's what that was about. Do you think it will do you harm to convert the zombies and then throw them up?"

"Self is uncertain, but since the process was more effective at killing Jean than any other method I've tried of destroying zombies, self is willing to try it." Electrical bulimia. Well, it could be worse. In fact, it had been a lot worse a scant ten minutes ago. "_If_ selfally Mystique can find me some actual food to eat, quickly."

Without warning, Mystique threw her arms around him, pulling him close. The sensation was different than when he'd been organic -- she was warm, and supple, and he could feel that, but there was neither pleasure nor discomfort in the feeling. She might as well be a wall as a person hugging him. That made him wistful for what he'd lost in becoming this. He knew Warlock could feel love, compassion and intense loyalty to friends... but the alien adolescent had never experienced the simple pleasure of skin against skin, warm human contact, and now that Magneto had become like him, he would not do so again either. But it was infinitely better than being a zombie. Or being zombie food.

"Thank you, Irene," Mystique whispered. When she pulled back, he saw tears in her eyes. "Magneto, do you realize what this means? _We can kill them._ We have a fighting chance now!" Her hands tightened on him. "We can avenge them. Our children, our companions..."

"All of humanity," Magneto said. "Inclusive, baseline _and_ mutantkind."

"Avenge them all. Yes," Mystique hissed. She smiled wanly. "And according to Irene, save the universe. Though honestly, she wasn't really clear what she meant by that."

"Self -- _I_ will settle for saving the world," Magneto said. "Now where can we find food?"

"It's in the back. All I could get were canned vegetables and pasta; the zombies ate anything with meat in it, but apparently they don't like vegetables." She gestured at the smashed door to the lab. "And then I think we need to clean up around here, or we'll have more guests."

"Affirmative," Magneto said. "I mean, yes, agreed."

She smiled wryly at him as they headed to the back. "Don't be in too great a hurry to relearn your speech patterns. I think it's hilarious."


End file.
